2 Broke Girls and the Abrupt Realization
by PeachyDee
Summary: The girls may be broke but their connection is stronger than any other. Caroline feels it more intensely every day and could never imagine just how much Max feels the same. Started off as a cute piece and it completely melted into a smut puddle. Please read disclaimer before you start the story. Hardcore femslash.


Disclaimer: I don't own these characters and I won't be making any money off of this. It's probably for the best because what started off as a fluffy romantic piece quickly evolved into a full-blown smutfest, and the first fanfic I've written in 10 years. Incidentally, you've now been warned that this is NSFW, not ok for minors to read, and is very likely to turn you on. I understand that has a policy against explicit mature works, so if you find this to be in breach of that please let me know in a comment and I'll edit it to a more tame version, rather than have it be deleted. Thank you!

If anyone knows how to go about getting an AO3 invitation please tell me!

Keywords: femslash, Caroline/Max, 2 Broke Girls, smut/fluff, explicit lesbian sex. I hope you enjoy!

2 Broke Girls And The Abrupt Realization 

"Do me?" Max said as she sauntered seductively towards Caroline, wearing nothing but her black bra and panties and holding in her skilled hands a- oh. _She wants me to do her clasp up for her_, Caroline thought, somehow disappointed as if after all these years it would have been anything different.

In the beginning, it wasn't difficult for sorority girl Caroline Channing to chalk up her girly affections towards Max Black as being nothing but that harmless kind of fluttery adoration you get when you're hanging out with your svelte, charming best friend. At this stage of their friendship, however, Caroline finally knew it was more. Well you know, and maybe that the giddiness she had towards pillow fights with her super sexy friends in college and complete okayness with sitting in the change room with her 'sisters' was just a bit beyond the realm of normal enjoyment. Ms. Channing was beginning to realize that after twentysomething years on this planet that she was more than a 'barsexual' and more of a full-blown men-and- women-loving bisexual. The idea made her quiver. Partly because of the fear of the unknown but mostly because it meant that the overbearing tingle she felt between her legs when she saw Max naked was way more than friendly envy for the sheer size of her breasts and womanly curves that flawlessly shaped her.

Caroline sighed as she crawled across her suggestively adorned Murphy bed behind Max, who was facing a mirror and holding the ends of the necklace, waiting for Caroline to grab them. Caroline took the necklace ends in her manicured hands and struggled not to moan as Max lifted her fabulously lush mane of raven hair and exposed her soft, pale neck. _My god I need to tone down the horny, this is getting ridiculous. _

"_Done_!" Caroline squeaked, a noticeable flush traveling up her face and down her throat.

Max, ever the sleuth turned around with a questioning look on her face. "Does it look stupid?" She asked as she smooshed her boobs up around the glorious blue gem that sat between them, black tassels hanging beneath the charcoal chain.

"N-no! They, _it_ looks fantastic!" red Caroline Channing had never wished to be an imitation sapphire until that moment. Max scrunched up her face and shook her head, seemingly confused as to why Caroline was acting so strangely, until it hit her-

"Are you ok with me going to this thing? Like I know you and Candy Andy broke up but this isn't a romantic thing at all, I mean he kind of smells like Sourpatch Kids and yeah that could float some boats but you know I'm more of a sour cherry girl, it's just a candy themed party and you KNOW how I feel about that stuff and if it bothers you I won't go-"

"Max!" Caroline boldly put her finger over Max's pigmented red lips to shush her. "You're rambling. It's okay, I'm totally fine with you going, if anything I don't want you upset with me for staying home!"

"Oh." Max mumbled under Caroline's finger. Caroline was actually, as always, touched by Max caring as much as she did about her feelings. Max acted all rough and tumble and carefree but she knew she loved her more than anything and would never hurt her. That was part of the reason she was so attracted to her; she maintained her badass image and didn't care much for others but she knew at the end of the day that when they lay beside each other that Max let her walls down. There were some nights when Max would cry in her sleep and only Caroline's big-spoon, bear hug clutch would calm her quivering. Caroline's lust had evolved into the deepest love imaginable long ago, and she made no effort to smother it anymore.

Caroline nervously retracted her hand and she tilted her head, seeing a dilation, a recognition of a feeling in Max's eyes that she hadn't seen before.

"…What?" The blonde asked cautiously.

"I…I dunno." a smile creeped up one side of the brunette's plush mouth and settled there, slightly showing her teeth. She looked down at Caroline sitting back on her heels, her eyes heavily lidded and that borderline arrogant smirk made Caroline wonder if the thermostat was malfunctioning. _Oh god, why does she look at me like that? How can she not know what it does? _

"It's just, sometimes I catch you looking at me like you want me. I like it." Max shrugged and shifted her weight, her chest bouncing playfully and she turned around again to face the full-length mirror. Hands on her hips, Max tilted her head and began checking herself out, her wavy hair falling to the side.

A lump in her throat suddenly caused Caroline to lose her composure, and she laughed obnoxiously and nervously. "_**Heh, heh-haaaaa! Yeah, me and you Max hahaha oh yeah do me right here,**_" the blonde loudly blurted out in the most awkward way, swinging her bent arm for emphasis_. Oh gee dumbass, that sure was convincing!_ She thought to herself, cursing her lack of control.

Max swivelled on her heel, and drunk with confidence in her lingerie she grabbed Caroline's warm, embarrassed face and planted a startlingly gentle kiss on her bare lips. At first her eyes widened in terror, but soon closed after a millisecond's realization of what was happening. As the brunette attempted to step away the air suddenly left Caroline's lungs. No longer able to control her intense urges she sat up on her knees, effectively pressing her mouth harder against Max's. She buried her left hand in thick brown locks and placed her right hand on Max's lower back, just above the lace hem of her black boyshorts. Caroline's lips parted and her tongue lightly skirted a full lower lip. Max audibly groaned, knees buckling and a suddenly mortified Caroline jolted away across the bed.

"Oh, my god Max!" The blonde yelled as her shaking hand rested on her dampened mouth.

Max, despite her dilated pupils and genuine blush looked startled, and Caroline expected the worst. "Why the hell'd you stop!?" she put her hands out questioningly, a smug expression on her face.

"I-," Caroline began to deliver the pre-emptive speech she had thought of for when this moment inevitably came about. It was apparently a pointless preparation as this was not the reaction she had been expecting. "Why wouldn't I? It was just supposed to be a joke and I totally took it _way_ too far. I'm sorry. I don't know what came over me."

"Yeah you do," Max said knowingly as she walked around the bed to the side that Caroline was uncomfortably piled on. "Do you think I'm just an exhibitionist?" Max asked as she gracefully sat down next to the silken mess that was her best friend. "I mean yeah, I like being naked but this is like nudity with a **purpose**. I have wanted you for so long and so badly and up until today I didn't actually realize how _mutual_ it was! I mean god, I'm walking around in this new lingerie that I couldn't afford just to see if you would notice. You _noticed_, you noticed so much that I noticed you noticing! That's a lot! Ok, rambling again but that's just something I do when I look at you. I mean really _look_ at you. You hide your wandering eyes from me behind those bangs," Max reached out and gently brushed Caroline's bangs back. " I didn't even know how blue they were until we were watching a movie one time a bunch of years ago and I was staring at your face. I was staring, Caroline, which is more attention than I have ever given to school or work or any relationship ever! I always thought that it was just me being a horny bastard so I always ignored it but then the other day I talked to Andy…" Max trailed off, abnormally bashful. Caroline winced, what had he said? Their breakup was somewhat amicable and mutual but could he be harbouring resentment? It wasn't like him, but she had to wonder…

"He told me why he left you. It wasn't just because you stopped having sex, which makes SO much sense now, it wasn't just because you were too focused on the business and it wasn't because he didn't love you, or because you didn't love him. It was because he knew you would never love him as much as you love me. He told me he could have accepted the sad reality and stayed with you but the more he thought about it the more he realized he cared so much about you that he wanted you to have the love you deserved, not the love you were settling for."

Caroline's eye stung. She had always wondered if Andy could possibly know her as well as he claimed to and she now knew that he did, and then some. "Well…what did you say to him?" she was stalling.

"Well, I told him he was full of shit!" Max laughed and shook her head. "I told him he was just being a pussy and doing that projecting stuff you told me about to make himself feel better. Car, the way he looked at me though… I knew he meant it. So I've been dropping hints here and there, saying extra suggestive things, being extra naked and hot to see if you would take the bait and boy did you ever!" Max seemed joyful.

"Why would you do that to me?" Caroline said meekly, her eyes brimming behind her tucked up knees.

"Easy, Fantine," Max turned, her smirk apparent on her face again and she pulled Caroline's ankles, straightening her legs and effectively dropping her defences, "I wanted to make sure he was right before I did this." Max knelt on the bed, straddling Caroline's stiff legs and placed her hands on Caroline's collar. She kissed her again, deeply and lovingly and yet still in the most sexual way the blonde had ever envisioned. Caroline melted, and her tense body loosened.

"There isn't even a party tonight, is there?" Caroline questioned when they broke for air.

"Mmmnope," Their kissing became more intense as the moments passed, and slowly but confidently, without breaking their connection, Max began to unbutton Caroline's modest blue pajama top.

Caroline felt her heart rate increasing as she shimmied out of her sleeves, revealing the smooth pink bra beneath. Max lowered herself to lay beside Caroline, kissing her neck and freshly exposed skin. Her hand travelled to Caroline's drawstring and pulled until the loose knot came undone. Their breathing was in sync and heavy, Caroline's eyes were closed as her chest heaved, her lips were parted and a shade darker from Max's. Caroline moaned and eagerly slipped her pants off, in aroused disbelief of what was going on.

Max sat back up on her knees next to Caroline and reached her arms back to the clasp of her own bra. The anticipation was palpable as the blonde forgot to breathe. She watched the black lingerie fall to the floor and her friend's pale breasts sprung free. Caroline let out a small but guttural moan and she scrambled to her knees, pulling off her own bra in one graceful but furious motion. She wrapped her arms around Max's waist, kissing a moist trail down her neck and chest. She took Max's breast in her left hand, gently rubbing her thumb over the excited flesh. She kissed around the perimeter of Max's nipple, smirking as it grew hard in anticipation. Her pink lips found the hard peak and gently sucked it into her mouth, prompting Max to whisper 'oh, fuck...' under her breath, head tilting back blissfully.

Caroline's right hand moved forward, her thumb hooking under the waist of Max's panties and with a gentle downward tug she slid them off. Sucking harder on the engorged nipple between her lips she cupped Max's firm ass and pulled her closer. Max chuckled mischievously as she slid Caroline's panties down her tanned thighs. She playfully smacked Caroline's bottom and hissed as the blonde reciprocated by gently nipping at her skin. There was an audible pop as Caroline pulled her mouth away from her Max's breast and she looked up into her eyes, their faces mirroring unabashed arousal and need. She slowly, but expertly trailed her fingers over Max's hip and down her pelvis. She boldly cupped Max's neatly trimmed mound in her hand, the heat positively radiating off of her. Their eyes remained connected as Caroline's middle finger parted her lips and swept through a pool of wetness. Max bucked her hips and gasped as the blonde's finger found the swollen sweet spot and lightly stroked tiny circles on the very peak of it. Caroline's mouth opened as Max's did and they both quietly whimpered, eyes on fire.

Max grabbed Caroline's shoulders and pushed her back on the bed, both of them kicking away the lingerie that bound their knees. Max straddled her friend's left hand and with her own she spread the blonde's legs apart and slipped inside of her. The warmth and tenderness of the moment was beautiful and intense, though ravenous and lustful at the same time. Their fingers worked in time; rubbing, teasing, and thrusting into each other as their mutual climax began to brim and bubble over. Max hunched over, grinding her hips against the blonde's fingers relentlessly and Caroline's head fell back, her hair splaying out on the pillow in a sunburst of glorious bliss. Their moans grew louder and deeper, mouths wide open and suddenly an overwhelming flood silenced them both.

Panting, perspiring, and spent, Max dove face first into the pillow with her arm draped over her roommate's stomach. Caroline, who was quivering still, bucking her hips against a phantom sensation was lost in thought behind her closed eyelids. It was done. The boundary had been broken and they could never go back, even if they wanted to.

"Holy fuck. I thought that only happened in porn, where have you been all my life?" Max mumbled in a state of ecstasy, her face firmly planted into the pillow and her wild hair clinging to her dewy face and neck.

Caroline, in an unexpected bout of abnormal strength and determination, sat up, crawled behind max and flipped her onto her back. Max, her arms and hair splayed out above her head on the pillow, grinned wildly in an intense mixture of shock and arousal. The blonde didn't smile or hesitate, her delicate hands spread Max's soaked pussy and she lowered her open mouth onto the swollen clit. Max's eyes widened and her mouth fell open in a silent scream. She laced her hand into blonde locks and gently pressed Caroline's face harder into her rocking hips. Caroline's tongue swirled and lapped at the engorged bud. She eagerly slipped her middle finger inside of Max, pressing upward as her thrusts became vigorous to match the motions of her tongue.

"Ohh, my GOD," moaned the brunette, her voice wavering. Caroline, not one to ignore encouragement threw Max's legs over her shoulders, lifting her ass off of the bed in cupped hands. She dragged her warm tongue from the sweet, dripping orifice to the swollen bud repeatedly, eagerly inducing the sound of Max's euphoric screams. She could feel Max's entire body begin to convulse, her head thrown back and her throat no longer capable of making sound. A gush of wetness soaked Caroline's chin and Max choked out a string of expletives as her hips bucked violently against her face.

The blonde, now moving gently, crawled back up to lay beside her friend, a careful arm snaking around a curvy waist. Max's eyes were forcefully closed, her jaw clenched and her stomach heaving with every gasp for air. Caroline stared at Max's gorgeous face in a quiet moment, admiring her soft features in their expression of tense satisfaction. She ran a finger down the side of Max's face and her eyes were met with a startlingly affectionate glance. Max smiled, her face vulnerable and excited. She sat up slightly, tilted her head and kissed Caroline deeply for a few moments. She finally pulled away and spoke, her voice hoarse now from her screaming-

**"Your turn." **


End file.
